TRANSLAWORKS

1. Scope of application and enforceable character

1.1. The acceptance of the quotation by the Customer will imply full acceptance and adherence by express terms to these General Conditions of Service, The customer declares to expressly and completely know and accept them, so waives to invoke any documents that might contradict them, in particular their own General Conditions of Purchase, which cannot be enforced against TRANSLAWORKS in any circumstances (even if they were known).

1.2. Any contrary condition will result unenforceable with regard to the General Conditions of Service, regardless of the moment of its communication, except where stated explicit written acceptance of the condition by both parties at the time of placing the order.

1.3. The fact that TRANSLAWORKS has not raised at any given time any of these general conditions shall not be construed as a waiver to invoke them later.

2. Orders

2.1. Terms of execution

TRANSLAWORKS reserves the right to refuse to translate any document whose contents might seem to present an illegal character, defamatory and/or contrary to accepted principles of morality or customs, as well as any other type of document, without having to justify its decision to the Customer. In cases where documents are translated under copyright, Customer shall guarantee to TRANSLAWORKS that the necessary clearances were obtained for the translation to be made. Any liability arising from the violation or infringement of copyright would be of exclusive responsibility of the Customer. The sale of services will be considered complete only when the Customer explicitly duly accepts in writing, the quotation presented by TRANSLAWORKS.

2.2. Realization of orders/quotations

2.2.1. Each customer's order must be preceded by a free quotation from TRANSLAWORKS, according to the documents to translate or the information provided by the Customer.

The budget provided by TRANSLAWORKS to the Customer, by mail, fax or email, will specify in particular, the following information:

- Document to translate;

- The working language-pairs;

- Price of the service;

- Delivery time of the service;

- Delivery format of documents to be translated, and

- Where appropriate, applicable surcharges or discounts, depending, in particular, on the volume, the urgency, the necessary specific terminology search, or any other request far out of the services commonly provided by TRANSLAWORKS.

2.2.2. To confirm the order firm and final, the Customer must send to TRANSLAWORKS the quotation, without any modification, either by mail or fax, with the words "valid for agreement" (if the quotation was presented by fax or mail) or by email with the expression of their consent, if the quotation was sent by email. In case of lack of acceptance of the quotation, TRANSLAWORKS reserves the right to not start the service.

If the Customer does not confirm the order in the manners defined above within a period of one (1) month from the date of shipment of the above mentioned quotation, it will be understood outdated and abandoned by the customer.

2.2.3. Except otherwise agreed in the quotation, the expenses incurred for the completion of the transaction (travel, urgent mailings, etc..) shall be borne by the Customer.

2.2.4. If TRANSLAWORKS had not sent any prior quotation to the Customer, the service will be billed in accordance with the base rates usually applied by TRANSLAWORKS.

2.2.5. All orders of an amount, before taxes, exceeding five hundred (500) euros may be subject to an advance payment; the percentage will be specified in the quotation. If so, the realization of the service will begin only after the payment of the aforesaid advance payment, by the means specified by TRANSLAWORKS.

2.2.6. Any decision to apply a discount, rate reduction or sliding scale rate, based on a percentage or a flat rate, will be at the sole discretion of TRANSLAWORKS, and only apply to the single service in question. Any discount applied to the Customer shall not, in any case, imply the creation of a vested right with regard to subsequent services.

2.3. Modifications

2.3.1. TRANSLAWORKS reserves the possibility, after having informed the Customer, to surcharge the rates of the service, and/or to abstain from performing the delivery date appearing on the initial Customer order confirmation, if applies, in particular, one of the following cases:

- Modification of the original documents or additional documents added by the Customer, following the establishment of the quotation by TRANSLAWORKS. Under these assumptions, TRANSLAWORKS reserves the right to adjust the fee and the deadline for completion, depending on the importance and nature of the additional texts stated or requested;

- Lack of documents at the time the quotation was established. If the quotation had to be done on the basis of mere communication of the approximate number of words and extract of the contents.

TRANSLAWORKS will only take into account (as far as possible) any changes in the order requested by the customer if they are notified in writing.

2.3.2. In the absence of explicit agreement of the Customer with respect to the above mentioned new conditions of delivery and/or billing, TRANSLAWORKS reserves the right to not to begin the service.

3. Delivery time

The translation services requested by the Customer will be delivered within the period agreed between the Parties, after the receipt of the quotation acceptance by TRANSLAWORKS (which shall include the possible advance payment that could have been requested by TRANSLAWORKS). The deadlines mentioned in the order should be final, imperative, and irrevocable. TRANSLAWORKS should comply with the dates and deadlines set in the quotation in relation to the delivery of the documents. The Customer shall be deemed to know perfectly the conditions of realization of the order. TRANSLAWORKS will not incur any liability in case of delay or suspension of delivery attributable to the Customer, or force majeure. The delivery date(s) agreed between TRANSLAWORKS and the Customer will have contractual value only once TRANSLAWORKS had received all the source documents and complete instructions from the Customer, and following the establishment and acceptance of the quotation. Since the date of delivery, and if so, the time of delivery, are usually of the highest importance to the Customer, the Parties shall agree these concepts explicitly and in writing. Except where otherwise agreed, TRANSLAWORKS will send the translation in a way that the Customer could legitimately expect to receive it in the agreed date for delivery. Delivery shall be deemed completed, depending on the cases, at the time of mailing, delivery to a courier or fax or electronic mail transmission of the translation. The corresponding risks are transferred from that time to the Customer. However, TRANSLAWORKS agrees to retain a copy of the translation, and in case of loss or damage of the translation, to re-send, free of charge, a new copy. As for e-mail delivery is concerned, the delivery will be deemed complete when TRANSLAWORKS receives electronic confirmation of receipt. The Customer shall submit the above mentioned electronic confirmation of receipt consistently by means of his/her email software. TRANSLAWORKS shall incur in no liability regarding the consequences that may result of any delay attributable to reasons beyond its control. So, the Customer must be aware that TRANSLAWORKS can not be held responsible for delays or corruptions that affect the data that might arise, in any way, of a breakdown caused by computer server or telecommunications systems failures which responsibility is conferred on the Customer. To ensure timely delivery, both parties undertake to do everything possible to overcome any circumstance beyond its control which may arise at any given time and that may come to their notice.

In case of delay in delivery of a service or any expected delay that could affect delivery time, TRANSLAWORKS commits to notify the Customer and justify it, at least eight (8) hours before the intended delivery date. The Customer may not claim any compensation for that concept.

4. Quality

4.1. TRANSLAWORKS strives to make its translations respecting as closely as possible the original document and in accordance with professional practices. It does whatever is necessary to take into account and integrate in the translation, the information provided by the Customer (glossaries, drawings, illustrations, abbreviations). TRANSLAWORKS accepts no responsibility in case of any inconsistency or ambiguity in the original text. The technical consistency verification of the final text (and the corresponding responsibility) is the sole responsibility of the Customer.

4.2. In case of reservations, TRANSLAWORKS commits to remedy them as soon as possible, as well as the comments provided by the Customer, and resubmit the work for acceptance. Modifications may include, in particular, the realization of all the corrections requested by the Customer, and must be integrated into the final delivered file by TRANSLAWORKS. Such corrections may relate only to spelling, typography, grammar, errors in references or marks, or possible omissions. TRANSLAWORKS will not consider any other type of correction.

In no case, TRANSLAWORKS will incur any liability with regard to claims motivated by stylistic nuances.

4.3. If the service is classified as urgent work, TRANSLAWORKS reserves the right to refrain from taking certain quality control stages, in order to meet the deadlines imposed by the Customer, which may lead to a decrease in the quality of the delivered work, and in respect of which TRANSLAWORKS shall not be responsible in any way.

5. Customer Obligations

Customer acceptance in writing of the quotation includes the obligation to:

-Provide all the information necessary for drafting the relevant invoice, including the Customer purchase order number, if it is necessary for invoicing the work;

-Provide all source documents in due time;

-Accept the adjustment of the price or delivery in case of source documents modification;

-Make available to TRANSLAWORKS all the texts to be translated, as well as all the technical information necessary for the understanding of them, and where appropriate, the specific terminology required.

If the Customer does not comply with at least one of the foregoing obligations, TRANSLAWORKS may decide not to provide the requested work.

In the event of non-compliance of the Customer of its obligation to inform TRANSLAWORKS, the latter shall incur no liability with respect to any non-compliances or delivery delays that may arise.
Apart from force majeure circumstances, in case of cancellation after the quotation acceptance, the Customer must pay all services done previously to it.

5.1. Intellectual property

5.1.1. Before submitting for translation any document to TRANSLAWORKS, Customer shall be authorized to do it, so he/she should be the author of the original document or have previously obtained written permission to translate the document from the copyright owner.

5.1.2. Otherwise, TRANSLAWORKS shall not, in any way, incur any liability if all or part of the document(s) provided by the Customer violates any intellectual property rights (or any other rights) of third parties, or any applicable regulations. In that case, only the Customer shall bear the financial consequences and possible damages that may arise out of this negligence.

5.1.3. The Customer also acknowledges that the translations provided by TRANSLAWORKS are new documents, whose copyright belongs to both the original document author and TRANSLAWORKS. Therefore, in case of literary or artistic nature services, and without prejudice to its economic rights over its work, TRANSLAWORKS reserves the right to require that its name should be mentioned in any publication or copy of all the materials resulting from its services.

6. TRANSLAWORKS Responsibility

TRANSLAWORKS agrees, upon receipt of the quotation acceptance by the Customer, to respect the conditions of the order and completion within the terms agreed.

6.1. Confidentiality

6.1.1. TRANSLAWORKS commits to respect the confidentiality of any information brought to its attention, before, during and after the completion of its services. The original documents will be returned upon Customer request.

6.1.2. TRANSLAWORKS ensures that both its employees and collaborators have expressly agreed and signed a confidentiality clause.

6.1.3. TRANSLAWORKS incurs no liability for any interception or misuse of the information at the moment of data sending, in particular when sent via Internet. Therefore, the Customer must indicate TRANSLAWORKS, in advance or at the time of ordering, the means of shipment he/she wants to be used to ensure the confidentiality of any sensitive information.

6.2. Obligations

TRANSLAWORKS is committed to guarantee the Customer a constant service quality. TRANSLAWORKS will use staff and perfectly adapted techniques to perform the services requested. It also commits to adapt its material, and its methods, resources and know-how to the evolution of the industry, in order to provide, as much as possible, permanent assistance to its Customers to meet their needs and the rules of the trade.

The obligation assumed by TRANSLAWORKS related to translation activities is an obligation of means, so TRANSLAWORKS will not be obliged to achieve results within the framework of its mission so that translation projects is concerned. TRANSLAWORKS is committed exclusively to perform the services described by the Customer, with the degree of care normally required and in accordance with the code of ethics of the sector. TRANSLAWORKS agrees to act with diligence and respect in its obligations, in compliance with the terms initially agreed within the order.

6.3. Liability

In any case, the responsibility of TRANSLAWORKS will be limited to the amount of the invoice in question.

At all events, the service provider shall not be liable for any respect to any loss (direct or indirect) suffered by the Customer or third parties caused by any delay of delivery due, in particular, to a case of force majeure, or any delay in the transmission by fax, modem, email, electronic or other postal means.

Therefore, TRANSLAWORKS responsibility, for any reason, is limited to the amount invoiced for the work performed, except where legally foreseeable consequences, and on condition that:

- the potential existence of the above mentioned liability had been expressly notified in writing, and that;

- the liability in question is restricted to the limit of indemnity agreements in the framework of the policy of professional liability insurance that freelance translators may have subscribed.

7. Terms of payment

7.1. Payment time

Unless special conditions specified in the quotation, invoices shall be intended net, without discount and payable within thirty (30) days from the date of issue.

The translation will be of the sole property of TRANSLAWORKS until the complete payment of the invoice.

In case of breach of the foregoing payment terms, TRANSLAWORKS reserves the right to suspend its services, without any possibility for the Customer to appeal in that regard. The application of this clause shall not absolve the Customer from paying the owed invoices.

7.2 Method of payment

In case of payment by check, bank transfer or other means of payment from abroad, all expenses of exchange or bank costs will result in the application of a surcharge, in a fixed amount to be specified in the quotation, or in a completely new invoicing to the Customer.

7.3. Penalties for delay

According to Spanish Law, the maximum payment period is sixty (60) days (unless special arrangements agreed between the parties) from the date of issue of the invoice. In case of payment of the amounts owed by the Customer after the date that has been indicated in the invoice, TRANSLAWORKS may, in its sole discretion, apply penalties for delay. The rate applicable for the calculation of them, in accordance with Spanish Law, will correspond to the legal official rates applicable in case of delay. The above mentioned penalties shall apply from the day following the due date provided in the invoice, and will be automatically debited to TRANSLAWORKS, without the need of any formality or requirement. They will result in the immediate charge of all amounts owed to TRANSLAWORKS, without prejudice to any other action that TRANSLAWORKS is entitled to engage in that regard against the Customer. In case of staggered deliveries, once the breach of an interim payment is notified to the Customer, TRANSLAWORKS may discontinue any intervention on the service committed, until the outstanding amount has been paid or the application of new conditions had been agreed. The use of the above mentioned solution does not affect any amount due and TRANSLAWORKS will no incur any liability with the Customer or any third party. In case of breach of the above mentioned payment terms, TRANSLAWORKS also reserves the right to cancel the performance of the services requested by the Customer, to suspend the execution of its duties and to void any discounts granted.

7.4. Prohibition of compensation

Unless prior and explicit written authorization TRANSLAWORKS, and on condition that the credits and debts in question are certain, liquid and claimable, can not operate any compensation for moratorium penalties generated in the framework of performance of the requested services, or lack of conformity of the performance with respect to the order, on the one hand, and on the other, the amounts owed for the purchase of such services to TRANSLAWORKS.

8. Cancellation and Suspension

8.1. If the Customer decides to cancel or suspend, partially or totally, the provision of translations placed in the order, his/her decision must be immediately notified in writing to TRANSLAWORKS.

In this case, regardless of the cause of the cancellation,TRANSLAWORKS will invoice the Customer the expenses for all the works that have already been made on the date on which TRANSLAWORKS has been formally informed of the cancellation or suspension of the provision of translation services, as well as all costs that might arise from the above mentioned work.

8.2. In case of force majeure (i.e. unforeseeable circumstances which may cause the impossibility of carrying out the provision of translation services), TRANSLAWORKS must notify Customer as soon as possible, and specify the circumstances involved. The events of force majeure allow both TRANSLAWORKS and the Customer to withdraw the contract concerned. However, the Customer agrees to pay TRANSLAWORKS the work done. TRANSLAWORKS shall, where appropriate, cooperate with the Customer to try to find another provider of an equivalent quality, in order to respect the order.

8.3. In case of termination of activity by the Customer (except in the case of a voluntary liquidation overlooking a reconstitution), with respect to the appointment of a receiver, or proven insolvency or bankruptcy proceedings started against the Customer, or if the latter concluded a deal with its creditors, TRANSLAWORKS may terminate any contract or outstanding order.

9. Claims

9.1. TRANSLAWORKS commits to provide a faithful translation of the original text of the Customer, with idiomatic wording. The Customer shall accept the fact that a translation may not have the same nuances as the original text, so TRANSLAWORKS will not assume any responsibility regarding any alleged lack of advertising or commercial impact. A translation reflects the original document quality. If the expression of certain ideas is not proficiently expressed in the original document, if it is used an inappropriate linguistic register , if the text contains typographical errors, incomplete or incorrect information , TRANSLAWORKS will endeavor to correct such defects. However, TRANSLAWORKS may not, under any circumstances, incur in liability with respect to loss of commercial impact, in terms of image, or any other problem arose from initial mistakes made by the Customer. In case of disagreement on terminology, TRANSLAWORKS agrees, showing all the necessary good faith, to try to find the solution that best suits the Customer requirements, and to make the corrections as soon as possible, without, however, having to call into question the content of the entire document. If the Customer does not have any explicit claim at the moment of reception of the translation, it shall be considered as in accordance to the order, both qualitatively and quantitatively.

9.2. Any Customer claim regarding delivered services must be notified to TRANSLAWORKS in writing, within seven (7) business days from Customer's receipt of the service. After this period, the service is considered completed and accepted without any reservation, thus no longer claim will be received.

The Customer shall provide in writing the reasons for the claim, and mention, imperatively, the invoice number and the corresponding date, as well as provide all necessary supporting documents.

9.3. In case of disagreement on certain elements of the service, TRANSLAWORKS reserves the right to correct them, working for it with the Customer.

9.4. With regard to the claims resulting from failure or improper performance of a clear obligation of means of the service provision pursuant to paragraph 9.2 of this document, TRANSLAWORKS will rectify as soon as possible the provision made in respect of which the Customer has justified the necessary claim elements.

TRANSLAWORKS agrees to reimburse the Customer, within the limit of the amount invoiced and paid related to the corresponding service provision in the language pair in question, with the express condition that the relevant amount has been invoiced in accordance with the General Terms of TRANSLAWORKS and that the work has been used by the Customer for the purposes mentioned in the order.

9.5. No complaints will be accepted for non-compliances of the formalities and deadlines aforementioned as a result of the Customer. Similarly, in case of special requests of the Customer with regard to the service delivery terms, duly accepted in writing by TRANSLAWORKS, the expenditures will be billed specifically and complementarily, after the quotation Customer acceptance.

9.6. TRANSLAWORKS will not incur, under any circumstance, any liability facing the Customer or third parties, for any indirect loss or damage of any kind (including any loss of profits) arising from the use of translated documents, that exceed the amount of the contract related to the service provided. The Customer shall cover TRANSLAWORKS for any claim or demand made against the latter in respect of loss or indirect damage of such nature. TRANSLAWORKS also declines any responsibility for any problem caused by Customer's decision to use the final translated text for a purpose different than the originally planned one, without consulting in advance TRANSLAWORKS, so it could be checked for possible necessary changes.

9.7. The total amount assumed by TRANSLAWORKS regarding any possible liability facing the Customer, related to any contract or order, in respect of, particularly (but not exclusively), translations provided, may not exceed the amount that the Customer owes as a result of the contract or order concerning the claim lodged to TRANSLAWORKS.

10. Miscellaneous provisions

All additional agreements or additions to an order must be confirmed in writing and explicitly accepted by TRANSLAWORKS. Any verbal agreements shall have no legal value. The Parties agree that the contract terms and conditions or any additional agreement, as well as any adjunct or particular condition, shall be deemed independent. Any clause or condition that is no longer applicable as contrary to a mandatory provision of Law shall be deemed unwritten and will not affect the validity of the contract, unless it is a determining factor without which TRANSLAWORKS would have not accepted the order. It is expressly agreed that any Customer General Terms of Purchase clause contrary to these provisions shall be considered null and void. In case of cessation of activity of TRANSLAWORKS before the completion of the services ordered by the Customer, embodied by the quotation signing and acceptance, the Customer agrees not to start any legal action against TRANSLAWORKS, as well as not to claim any damages. In case of force majeure, TRANSLAWORKS will not incur any liability regarding any damage or loss that the Customer may suffer. It shall be considered, in particular, as force majeure cases, of irresistible and irreversible nature the circumstances that impede the provision of the services.

11. Disputes

1. To avoid any misunderstanding or conflict, the Customer shall show him/herself as clear and transparent as possible within the framework of the collaboration with TRANSLAWORKS.

2. In absence of an amicable settlement between the parties in an incidental dispute concerning the validity, interpretation, performance or breach of an order subjected to these General Conditions of Service, the dispute or claim in question is subjected to the discretion of the Courts of Cordoba (Spain), which shall have exclusive jurisdiction to settle disputes.

12. Language of the contract. Applicable law

The Parties expressly agree that these General Conditions of service, and delivery, purchase and sale operations derived from them shall be of the exclusive jurisdiction of the Spanish Courts and will be governed and construed according to Spanish Law. These General Conditions have been originally written in Spanish. If these conditions are translated in one or more languages, only the Spanish version will have force of law in case of dispute.

13. Website info

In compliance with the provisions of Law 34/2002, of July 11th, of Services Information Society and Electronic Commerce of Spain, below is showed the general information of this website:

• URL:http://www.translaworks.com
• Owner: Enrique Francisco GRANADOS GONZÁLEZ
• Address: Urb. La Noria III, bloque 1; San Luis de Sabinillas, Manilva (Málaga) Spain
• Email:info@translaworks.com